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EXHIBIT 4.10
AGREEMENT OF UNDERTAKING
THIS AGREEMENT OF UNDERTAKING ("Undertaking"), is made this __ day
of December, 1998, by and between Noble International, Ltd., a Michigan
corporation, ("Noble") whose address is 00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxx. 000,
Xxxxxxxxxx Xxxxx, XX 00000 and Xxxxxx X. Xxxxxxxxxxx, an individual,
("Skandalaris") whose address is 0000 Xxxxxxxxx, Xxxxxxxxxx Xxxxx, XX 00000.
RECITALS:
(a) On November 24, 1997, in connection with Noble's acquisition of
Noble Metal Processing, Inc., Noble delivered a series of subordinated
promissory notes to DCT, Inc. ("DCT") and Xxxx X. Xxxxxxx ("Xxxxxxx")
which on the date thereof had a principal face amount of $9,560,263.00
and $574,291.00, respectively (collectively the "Series Notes") due
November 24, 2001.
(b) Noble has entered into an agreement with DCT and Xxxxxxx for a
discounted prepayment of the Series Notes.
(c) In order to partially finance the prepayment of the Series Notes,
Skandalaris has agreed to lend Noble the sum of $6,000,000.00 on the
condition, among others, that Noble register 2,313,018 of the Noble's
common stock held by Skandalaris (the "Skandalaris Shares").
NOW, THEREFORE, in order to induce Skandalaris to finance the prepayment
of the Series Notes and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged by Noble, Noble agrees as follows:
1. Registration. Noble will, at its cost, file a Registration Statement
or amend any currently filed and effective Registration Statement with the SEC,
in order to register the Skandalaris Shares by January 30, 1999. Noble will use
its best efforts to have such Registration Statement declared effective by the
Securities and Exchange Commission ("SEC") on or before May 15, 1999. Noble will
file such forms and financial statements with the SEC that are necessary to
continuously maintain the effectiveness of such Registration Statement under
applicable securities law during the period ("Registration Period") ending on
December 31, 2001 or the date the Skandalaris Shares have been sold, whichever
occurs first, provided that Noble may suspend the use of such Registration
Statement for a period not to exceed 45 days in any 12
2
month period (during the Registration Period) for valid business reasons,
including acquisitions and divestitures of assets, filings with the Commission,
pending corporate developments and similar reasons.
2. MISCELLANEOUS
a. No forbearance, indulgence, delay or failure to exercise any
right or remedy with respect to this Agreement shall operate as a waiver or as
an acquiescence in any Default, nor shall any single or partial exercise of any
right or remedy preclude any other or further exercise thereof or the exercise
of any other right or remedy.
b. This Undertaking may not be modified or discharged except by a
writing duly executed by Noble and Skandalaris.
c. The headings of various sections and subsections of this
Undertaking are for convenience of reference only and shall in no way modify any
of the terms or provisions of this Undertaking.
d. All notices required to be given to any of the parties
hereunder shall be in writing and shall be deemed to have been sufficiently
given for all purposes when presented personally to such party, sent by
telecopier (with the original timely mailed), or sent by registered, certified
or express mail, return receipt requested, to such party at its address set
forth below:
if to Noble, to:
Noble International, Ltd.
00 Xxxxxxxxxx Xxxxx Xxxxxxx - Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxx
Telecopier No.: (000) 000-0000
if to Skandalaris, to:
Xxxxxx X. Xxxxxxxxxxx
0000 Xxxxxxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
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or hereafter given to the other party hereto pursuant to the provisions of this
Undertaking.
x. Xxxxx may not delegate its obligations under this Undertaking
and such attempted delegations shall be null and void. Skandalaris assign,
pledge or otherwise transfer this Agreement without prior written consent of
Noble. This Undertaking inures to the benefit of Skandalaris, his heirs and
representatives and binds Noble, and its successors and assigns.
NOBLE INTERNATIONAL, LTD.
By:________________________________________
Its:_______________________________________
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